Amended Tender Offer Statement by Third Party (sc To-t/a)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 3)

_________________

Diamond Resorts International, Inc.
(Name of Subject Company (Issuer))

Dakota Merger Sub, Inc.
(Offeror)
a direct wholly owned subsidiary of

Dakota Parent, Inc.
(Parent of Offeror)

Apollo Management VIII, L.P.
(Other Person)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

_________________

Common Stock, par value $0.01 per share
(Title of Class of Securities)

25272T 104
(CUSIP Number of Class of Securities)

Dakota Merger Sub, Inc.
c/o Apollo Management VIII, L.P.
9 West 57th Street, 43rd Floor
New York, New York 10019
Attention: John J. Suydam
Telephone: (212) 515-3200
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

_________________

With copies to:

Taurie M. Zeitzer
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019
(212) 373-3000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount Of Filing Fee**
$2,345,673,783.75	$236,209.35

Estimated for purposes of calculating the amount of the filing fee only. Calculated by multiplying (a) the offer price of $30.25 per share of common stock, par value $0.01 per share (“ Shares ”), of Diamond Resorts International, Inc., a Delaware corporation (“ Diamond Resorts ”), by (b) 77,542,935 Shares, which is the sum of (1) 69,745,698 Shares issued and outstanding (including 138,000 Shares of restricted stock), (2) 7,688,370 Shares issuable upon the exercise of outstanding options with an exercise price that is less than $30.25, (3) 81,830 Shares issuable pursuant to restricted stock units, and (4) an aggregate of 27,037 Shares subject to deferral. The foregoing share figures have been provided by Diamond Resorts to the Offeror and are as of July 13, 2016, the most recent practicable date.

**	The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Advisory Rate #1 for fiscal year 2016, issued August 27, 2015, is calculated by multiplying the Transaction Valuation by 0.0001007.

☒	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $236,209.35		Filing Party: Dakota Merger Sub, Inc.
Form or Registration No.: Schedule TO-T		Date Filed: July 14, 2016

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒

third-party tender offer subject to Rule 14d-1.

☐

issuer tender offer subject to Rule 13e-4.

☐

going-private transaction subject to Rule 13e-3.

☐

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 3 (this “ Amendment ”) amends and supplements the Tender Offer Statement on Schedule TO (together with any amendments and supplements thereto, “ Schedule TO ”) filed by Dakota Merger Sub, Inc., a Delaware corporation (the “ Offeror ”), Dakota Parent, Inc., a Delaware corporation (“ Parent ”), and Apollo Management VIII, L.P., a Delaware limited partnership (“ Management VIII ”) on July 14, 2016. The Offeror is a wholly owned subsidiary of Parent. Parent is controlled by equity funds managed by Management VIII. This Schedule TO relates to the offer by the Offeror to purchase all of the issued and outstanding Shares at a purchase price of $30.25 per Share, net to the holders thereof, payable in cash (the “ Offer Price ”), without interest, less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 14, 2016 (the “ Offer to Purchase ”), and in the related Letter of Transmittal (the “ Letter of Transmittal ” which, together with the Offer to Purchase, as each may be amended or supplemented from time to time in accordance with the Merger Agreement described below, collectively constitute the “ Offer ”), copies of which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. All the information set forth in the Offer to Purchase is incorporated herein by reference in response to Items 1 through 9 and Item 11 in this Schedule TO and is supplemented by the information specifically provided in this Schedule TO. The Agreement and Plan of Merger, dated as of June 29, 2016, by and among Diamond Resorts, Parent and the Offeror (the “ Merger Agreement ”), a copy of which is attached as Exhibit (d)(1) hereto, is incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO. Unless otherwise indicated, references to sections in this Schedule TO are references to sections of the Offer to Purchase.

This Amendment is being filed to amend and supplement Items to the extent specifically provided herein.

Items 1 through 7, 9, and 11.

Items 1 through 7, 9 and 11 of the Schedule TO are hereby amended and supplemented as follows:

“On August 9, 2016, the Offeror, Diamond Resorts and Parent agreed to extend the Offer for a period of ten (10) business days. The Offer was previously scheduled to expire at 12:00 Midnight, New York City time, on August 10, 2016 (one minute after 11:59 P.M., New York City time, on August 10, 2016). The Expiration Date of the Offer is extended to 5:00 P.M., New York City time on August 24, 2016, unless further extended. The Depositary has advised the Offeror that, as of 5:00 P.M., New York City time, on August 9, 2016, 19,499,074 Shares were tendered pursuant to the Offer, which represented approximately 27.96% of the outstanding Shares.

On August 9, 2016, affiliates of certain funds managed by affiliates of Apollo Global Management, LLC issued a press release announcing the extension of the Offer. The full text of the press release is attached as Exhibit (a)(1)(I) to the Schedule TO and is incorporated herein by reference.”

All references in the Offer to Purchase (Exhibit (a)(1)(A)), Form of Letter of Transmittal (Exhibit (a)(1)(B)), Form of Notice of Guaranteed Delivery (Exhibit (a)(1)(C)), Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(D)) and Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(E)) of the expiration date of the Offer being “12:00 Midnight, New York City time, on August 10, 2016 (one minute after 11:59 P.M., New York City time, on August 10, 2016)” are amended and replaced with “5:00 P.M., New York City time, on August 24, 2016.”

Item 12. Exhibits .

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:

Exhibit No.		Description
(a)(1)(I)		Press Release, dated August 9, 2016.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


	DAKOTA MERGER SUB, INC.
	By:		/s/ Laurie D. Medley
	Name:		Laurie D. Medley
	Title:		Vice President

	DAKOTA PARENT, INC.
	By:		/s/ Laurie D. Medley
	Name:		Laurie D. Medley
	Title:		Vice President

	APOLLO MANAGEMENT VIII, L.P.
	BY: AIF VIII Management, LLC, its General Partner
	By:		/s/ Laurie D. Medley
	Name:		Laurie D. Medley
	Title:		Vice President

Dated: August 9, 2016

EXHIBIT INDEX

EXHIBIT NO.


(a)(1)(A)		Offer to Purchase, dated July 14, 2016.*

(a)(1)(B)		Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).*

(a)(1)(C)		Form of Notice of Guaranteed Delivery.*

(a)(1)(D)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(E)		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(F)		Press Release, dated June 29, 2016 (incorporated by reference to Exhibit 99.1 to Diamond Resorts International, Inc.’s Form 8-K, filed on June 29, 2016).*

(a)(1)(G)		Text of Summary Advertisement, as published in The Wall Street Journal on July 14, 2016.*

(a)(1)(H)		Press Release, dated August 1, 2016 (incorporated by reference to Exhibit 99.1 to Diamond Resorts International, Inc.’s Form 8-K, filed on August 1, 2016).*

(a)(1)(I)		Press Release, dated August 9, 2016.

(a)(2)		Not applicable.

(a)(3)		Not applicable.

(a)(4)		Not applicable.

(a)(5)		Text of press release announcing launch of Tender Offer, dated July 14, 2016.*

(b)(1)		Debt Commitment Letter, dated as of June 29, 2016, among Royal Bank of Canada, Barclays Bank PLC, RBC Capital Markets, LLC, Jefferies Finance LLC and PSP Investments Credit USA LLC.*

(d)(1)		Agreement and Plan of Merger, dated as of June 29, 2016, by and among Diamond Resorts, the Offeror and Parent (incorporated by reference to Exhibit 2.1 to Diamond Resorts International, Inc.’s Form 8-K, filed on June 29, 2016).*

(d)(2)		Equity Commitment Letter, dated as of June 29, 2016, pursuant to which certain equity funds managed by Management VIII have committed cash as capital to Parent.*

(d)(3)		Limited Guarantee, dated as of June 29, 2016, delivered by certain equity funds managed by Management VIII in favor of Diamond Resorts.*

(d)(4)		Confidentiality Agreement, dated as of March 21, 2016, between Management VIII and Diamond Resorts.*

(g)		Not applicable.

(h)		Not applicable.